Vrio Corp. Class A Common Stock, par value U.S.$0.01 per share Form of Underwriting AgreementUnderwriting Agreement • April 13th, 2018 • Vrio Corp. • Communications services, nec • New York
Vrio Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 29,684,000 shares of Class A common stock, par value U.S.$0.01 per share (the “Class A Common Stock”) of the Company (the “Firm Shares”) and, at the election of the Underwriters, up to 4,452,600 additional shares of Class A Common Stock (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.” The Class A Common Stock and the Class B common stock, par value U.S.$0.01 per share (the “Class B Common Stock”) of the Company are herein collectively called the “Stock.”
VRIO FINCO 1 LLC and VRIO FINCO 2 INC., as Issuers, 6.250% NOTES DUE 2023 6.875% NOTES DUE 2028 INDENTURE Dated as of April 5, 2018 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee, Registrar, Paying Agent and Transfer Agent, TMF GROUP NEW...Indenture • April 13th, 2018 • Vrio Corp. • Communications services, nec • New York
INDENTURE, dated as of April 5, 2018, among Vrio Finco 1 LLC (“Vrio Finco 1”), Vrio Finco 2 Inc. (“Vrio Finco 2” and, together with Vrio Finco 1, the “Issuers”), the Guarantors (as defined herein), The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”), registrar, paying agent and transfer agent, and TMF Group New York, LLC, a Delaware limited liability company, as Collateral Agent (as defined below).
INTERCREDITOR AGREEMENT RELATING TO CERTAIN DEBT OF SKY SERVIÇOS DE BANDA LARGA LTDA.Intercreditor Agreement • April 13th, 2018 • Vrio Corp. • Communications services, nec
This “Intercreditor Agreement Relating to Certain Debt of Sky Serviços de Banda Larga Ltda.” (“Agreement”) is entered into by and among:
SUBORDINATED REVOLVING CREDIT AGREEMENT Dated as of April 11, 2018 among VRIO FINCO 1 LLC, as Borrower and AT&T INC., as LenderSubordinated Revolving Credit Agreement • April 13th, 2018 • Vrio Corp. • Communications services, nec • New York
This SUBORDINATED REVOLVING CREDIT AGREEMENT, dated as of April 11, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among VRIO FINCO 1 LLC, a Delaware limited liability company, as borrower (the “Borrower”), and AT&T INC., a Delaware corporation, as lender (together with its permitted assigns, the “Lender”).
MASTER FACILITIES AGREEMENT (CONTRATO DE ABERTURA DE CRÉDITO)Master Facilities Agreement • April 13th, 2018 • Vrio Corp. • Communications services, nec
SKY SERVIÇOS DE BANDA LARGA LTDA., a limited liability company with its head office in the City of São Paulo, State of São Paulo, Brazil, at Avenida das Nações Unidas 12.901, 14º andar, sala A, Torre Norte, enrolled with the CNPJ (as defined below) under No. 00.497.373/0001-10, represented pursuant to its articles of association (“Borrower”);
AFFILIATE GUARANTEEAffiliate Guarantee • April 13th, 2018 • Vrio Corp. • Communications services, nec • New York
GUARANTEE (this “Guarantee”), dated as of April 9, 2018, made by each of the signatories hereto (collectively, the “Guarantors”), in favor of the Lenders (as defined below).
BANK CREDIT NOTE NO. [•] [Non Negotiable]Bank Credit Note • April 13th, 2018 • Vrio Corp. • Communications services, nec
SKY SERVIÇOS DE BANDA LARGA LTDA., a limited liability company with its head office in the City of São Paulo, State of São Paulo, Brazil, at Avenida das Nações Unidas 12.901, 14º andar, sala A, Torre Norte, enrolled with the CNPJ (as defined below) under No. 00.497.373/0001-10, represented pursuant to its articles of association (“Borrower”);
